TERMS AND CONDITIONS GOVERNING UNIFIED PAYMENTS INTERFACE (UPI) SERVICES OF THE NATIONAL PAYMENT CORPORATION OF INDIA (NPCI).

A. In this document the following words and phrases have the meanings set opposite them unless the context indicates otherwise:

(i) "Account(s)" refers to the resident Indian savings and /or current bank account(s) held and maintained with ICICI Bank or resident savings and/or current account held with any bank in India, to be used for operations through the UPI Facility.

(ii) "ICICI Bank" means ICICI Bank Limited, a company incorporated under the Companies Act, 1956 and licensed as a bank under the Banking Regulation Act, 1949 and having its registered office at ICICI Bank Towers, Old Padra Road near Chakli Circle, Vadodara, Gujarat, India - 390007, and its corporate office at ICICI Bank Towers, Bandra Kurla Complex, Mumbai 400 051 (which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns).

(iii) “Merchant/s” shall mean and include online, mobile-app based and offline merchants who provides goods and services in exchange for payment through UPI.

(iv) “Partner/s” shall mean institutions and include online, mobile-app based and offline who shall avail various UPI services from ICICI Bank.

(v) “NPCI UPI System” means the switch and related equipment and software owned by NPCI to provide the UPI based fund transfer and funds collection facility including the National Financial Switch;

(vi) "Payment Order" means an unconditional instruction issued by the User in writing or transmitted electronically to ICICI Bank through UPI or unstructured supplementary service data (USSD) or I-mobile application of ICICI Bank or Pockets application of ICICI Bank or through Partner’s channel or through such other means as provided by ICICI Bank, to effect a fund transfer for a certain sum of money expressed in Indian rupees, to the designated account of a designated beneficiary by debiting Account(s) of the User.

(vii) “PSP (Payment Service Provider)” refers to banks which are allowed to acquire Users and provide payment (credit/debit) services to Users.

(viii) “TPAP” means Third Party Application Providers.

(ix) “UPI” refers to the Unified Payments Interface Service offered by NPCI in collaboration with its member banks.

(x) "UPI Facility" means the UPI based electronic fund transfer and fund collection facility provided by ICICI Bank to Users through the NPCI UPI System as per the Guidelines.

(xi) “User” shall mean any person whose UPI transaction has been facilitated by ICICI Bank.

As a PSP, ICICI Bank will provide a mobile application (“iMobilePay”) to the Users which will use the NPCI UPI libraries facilitating payments. The PSP mobile application can be used by Users to transact through their bank account after a one-time registration process.

B. Words or expressions used in this form, but not specifically defined herein shall have the respective meanings assigned to them by NPCI.

(i) Each User desirous of availing the UPI Facility, shall by way of a one-time registration, in such form, manner and substance as ICICI Bank may prescribe, apply for UPI Facility and ICICI Bank shall be entitled, at its sole discretion, to accept or reject such applications. The User may apply for UPI Facility by downloading iMobilePay, Pockets application or through TPAP. On iMobilePay, User will have an option to set a virtual payment address and initiate transaction via UPI. In Pockets, if User is adding an ICICI Bank account, it will have an option to set a virtual payment address for that account and start transacting using UPI. User can link other bank accounts through a one-time registration process defined and standardized by NPCI and then start transacting on that. By applying for and accessing the UPI Facility, the User accepts these Terms, which shall govern the provision of the UPI Facility by ICICI Bank. The Terms shall be in addition to and not in derogation of the Guidelines issued from time to time.

(ii) The User’s consent to having read and understood the Terms, is by accessing, using and taking benefit of the UPI Facility provided by ICICI Bank.

(iii)The User hereby acknowledges that the User has read and understood the Guidelines and agrees that the rights and obligations provided therein and in these Terms in so far as it relates to the User shall be binding on the User with regard to every Payment Order issued by him/it for execution in the NPCI UPI System. The User understands and agrees that nothing in terms of availing the UPI Facility shall be construed as creating any contractual or other rights against NPCI or any participant in the NPCI UPI System other than ICICI Bank. Notwithstanding anything contained herein, all terms and conditions stipulated by ICICI Bank in connection with the Accounts shall continue to apply.

UPI Facility offers an instant, 24X7, interbank electronic fund transfer or fund collection service to the Users of UPI member banks. The Users can put in request for fund transfers or funds collection or respond to funds collection from iMobilePay or Pockets PSP mobile banking channels or through TPAP in a secure manner for any of their linked bank Accounts. As a PSP, ICICI Bank will provide a mobile application to the Users which will use the NPCI UPI libraries facilitating payments. The PSP mobile application can be used by User(s) to transact on Account(s) after a one-time registration process. For convenience of making payments, we will use the VPA associated with User mobile number or that of remitter/beneficiary who have transacted with the User. The User/Partner can choose to pay or make a collect request basis any mobile number wherein the PSP mobile application may display the UPI ID's, in a masked format, linked to such mobile number to enable the User/Partner to pay or make collect requests.

(i) The User shall be entitled, subject to other terms and conditions of the service, to issue Payment Orders for execution by ICICI Bank.

(ii) The Payment Order shall be issued by the User, in the form as prescribed by ICICI Bank, which is complete in all particulars. The User shall be responsible for the accuracy of the particulars given in the Payment Order for UPI Facility and shall be liable to compensate ICICI Bank for any loss arising on account of any error in the Payment Order.

(iii) ICICI Bank disclaims all liability for execution of any Payment Order in good faith and in compliance with the instructions given by the User.

(iv) The User authorizes ICICI Bank to act as a PSP and debit Account(s) as per instructions received by way of Payment Orders. The User understands that although multiple bank accounts can be linked with the UPI Facility, debit/credit transactions can be done from the default account. User may change the default account before initiating such debit/credit transactions. Each Account that may be linked with the UPI facility can be opened with a separate username / Virtual Payment Address (“VPA”).

(v) The User shall ensure availability of funds in his Account(s) towards the fulfillment of the Payment Order before/at the time of the execution of the Payment Order by ICICI Bank. The User hereby authorizes ICICI Bank to debit the Account(s) of the User for any liability incurred by ICICI Bank on behalf of the User for execution of the instruction issued by the User. The User understands and agrees that once a fund collection request is accepted, the default account will automatically be credited with such amounts as may be mentioned in the fund collection request. The User understands and agrees that such amounts once credited to default account cannot be reversed by the User.

(vi) The User agrees that the Payment Order shall become irrevocable when it is executed by ICICI Bank.

(vii) The User agrees that he shall not be entitled to make any claim against RBI and/or NPCI in respect to the UPI Facility.

(viii) The User agrees that in the event of any delay in the completion of the funds transfer or any loss on account of error in the execution of the funds transfer pursuant to a Payment Order or on account of error, negligence or fraud on the part of any employee of ICICI Bank, ICICI Bank shall have no liability whatsoever with respect to the same.

(ix) The User shall provide correct beneficiary details to ICICI Bank at the time of availing the UPI Facility. The User shall be solely responsible for entering wrong beneficiary details like incorrect Virtual Payment Address, incorrect Aadhar number or incorrect mobile number, due to which the fund are transferred to an incorrect beneficiary.

(x) The User shall not hold ICICI Bank responsible for any damage, claim, issue arising out or in connection with any purchase of goods/services from merchants through Payment Orders issued by UPI Facility. The User understands and agrees that all such losses, damages and issues shall constitute a claim against such merchants.

(xi) The User agrees that the UPI Facility is offered in line with the RBI’s guidelines on mobile banking and all other relevant guidelines / circulars issued by RBI / NPCI which are subject to change from time to time.

(xii) User shall inform ICICI Bank immediately of any inquiry, question or issue raised by any authority including but not limited to any statutory authority or official regarding and relating to ICICI Bank, as well as expeditiously notify ICICI Bank of any show causes, seizure or similar action and provide copies of any notices, memos, correspondences received from such authority. User shall not unilaterally file any response / reply to such an authority without the prior approval and vetting by ICICI Bank.

(xiii) The User shall be solely liable for ensuring availability of sufficient funds in the Account(s) at all times for the purpose of availing the Facility. The User agrees that in the event there are insufficient funds in the Account, ICICI Bank shall decline the transaction instruction.

(i) ICICI Bank shall execute a Payment Order issued and duly authorised by the User , unless: (a) the funds available in the Account(s) of the User are not adequate or funds are not properly applicable/available to comply with the Payment Order (b) the Payment Order is incomplete or it is not issued in the agreed form, (c) ICICI Bank has reason to believe that the Payment Order is issued to carry out an unlawful transaction or (d) the Payment Order cannot be executed under the NPCI UPI System.

(ii) No Payment Order issued by the User shall be binding on ICICI Bank until ICICI Bank has accepted it.

(iii) ICICI Bank shall, for execution of every Payment Order, be entitled to debit the designated Account(s) of the User, with the amount of the funds to be transferred together with charges payable thereon.

(iv) A duly authenticated record of the transaction after completion of the funds transfer or funds collection or response to a funds collect request will be recorded in the statement of account in the mobile application of ICICI Bank. The transaction will also be recorded in the statement of account of given to the User by the User’s bank. The User shall, within a period of ten days from the date of receipt of the monthly statement report to ICICI Bank any discrepancy in the execution of the Payment Order. Te User agrees that he shall not be entitled to dispute the correctness of the execution of the Payment Order or the amount debited to his Account(s) if he fails to report the discrepancy within the said period.

(v) ICICI Bank for providing the UPI Facility to the User shall follow the process prescribed by NPCI in this regard including but not limited to process for settling of timed out transactions within the time limit prescribed by NPCI.

(vi) ICICI Bank may review your transactions for identifying high risk transactions and reserves the right to not process the transaction if it believes it to be suspicious, fraudulent or unusual and report the transaction and your account details to legal enforcement agencies or other regulatory authorities as applicable or notified by law.

(i) The User is responsible for the accuracy and authenticity of the instructions provided to ICICI Bank and the same, if is in the form and manner prescribed by ICICI Bank, shall be considered to be sufficient to operate the UPI Facility. ICICI Bank shall not be required to independently verify the instructions. ICICI Bank has no liability if it does not or is unable to stop or prevent the implementation of any Payment Order issued by the User. Once a Payment Order is issued by the User the same cannot be subsequently revoked by the User.

(ii) ICICI Bank shall refuse to comply with the instructions without assigning any reason and shall not be under any duty to assess the prudence or otherwise of any instruction. ICICI Bank has the right to suspend the transactions with respect to the UPI Facility if it has reason to believe that the User’s instructions will lead to or expose to direct or indirect loss to ICICI Bank or may require an indemnity from the User before continuing to operate the UPI Facility.

(iii) All instructions, requests, directives, orders, directions, entered by the User, are based upon the User’s decisions and are the sole responsibility of the User.

The User irrevocably and unconditionally authorises ICICI Bank to access and use all information of the User’s Account(s) and records received while facilitating the UPI Facility. The User agrees that ICICI Bank and its affiliates (or their contractors/service providers) may hold and process its personal information, any information made available pursuant to processing of the UPI transaction, and all other information concerning its Account(s) on computer or otherwise in connection with the UPI Facility as well as for analysis, credit scoring and marketing or making offers of various financial or other products and/or services that provide an opportunity to the User to acquire, insure, invest, save or otherwise undertake a financial or other transactions.

ICICI Bank does not hold out any warranty and makes no representation about the quality of the UPI Facility. The User agrees and acknowledges that ICICI Bank shall not be liable and shall in no way be held responsible for any damages whatsoever whether such damages are direct, indirect, incidental or consequential and irrespective of whether any claim is based on loss of revenue, interruption of business, transaction carried out by the User and processed by ICICI Bank, information provided or disclosed by ICICI Bank regarding User’s Account(s) or any loss of any character or nature whatsoever and whether sustained by the User or by any other person. While ICICI Bank shall endeavour to promptly execute and process the transactions as proposed to be made by the User, ICICI Bank shall not be responsible for any non-response or delay in responding due to any reason whatsoever, including due to failure of operational systems or any requirement of law. ICICI Bank shall not be liable for any loss, claim or damage suffered by the User and/or any other third party arising out of or resulting from failure of an UPI transaction on account of time out transaction i.e. where no response is received from NPCI or the beneficiary bank to the transaction request and/or where mobile number or account number of the beneficiary does not exist. Further, ICICI Bank shall also not be liable for any loss, damage and/or claim arising out of or resulting from wrong beneficiary details, mobile number and/or account details being provided by the User. Neither ICICI Bank nor its affiliates, directors, officers and/or agents shall be liable for any unauthorized persons accessing the records or Account(s) or information through the use of UPI Facility and the User hereby fully indemnifies and holds ICICI Bank, its affiliates, directors and officers harmless against any action, suit, proceeding initiated against it or any loss, cost or damage incurred by it as a result thereof. ICICI Bank shall under, no circumstance, be held liable to the User if UPI Facility access is not available in the desired manner for reasons including but not limited to natural calamities, legal restraints, faults in the telecommunication network or network failure, or any other reason beyond the control of ICICI Bank. Illegal or improper use of the UPI Facility shall render the User liable for payment of financial charges (to be decided by ICICI Bank) or may result in suspension of the UPI Facility to the User. ICICI Bank states that it shall have no liability or obligation towards any erroneous transactions getting triggered due to a system bug on the app or system breakdown at TPAP’s end or for any other reasons solely attributable to the TPAP.

All the records of ICICI Bank generated by the transactions arising out of the use of the UPI Facility, including the time the transaction is recorded shall be conclusive proof of the genuineness and accuracy of the transaction. For the protection of both the parties, and as a tool to correct misunderstandings, the User understands, agrees and authorises ICICI Bank, at its discretion, and without further prior notice to the User, to monitor and record any or all telephone conversations between the User/users and ICICI Bank and any of its employees or agents. ICICI Bank expressly disclaims all warranties of any kind, whether express or implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, data accuracy and completeness, and any warranties relating to non-infringement in the UPI Facility.

The User / Partner agree/s, at its own expense, to indemnify, defend and hold harmless ICICI Bank, its directors and employees, representatives, agents, and its affiliates against any claim, suit, action or other proceeding brought against ICICI Bank, its affiliates, directors and employees, representatives or agents by a third party, to the extent that such claim, suit, action of other proceeding brought against ICICI Bank, its affiliates, directors and employees, representatives or agents is based on or arises in connection with the use of the UPI Facility with reference to :

(i) a violation of the Terms by the User;

(ii) any deletions, additions, insertions or alterations to, or any unauthorized use of, the UPI Facility by the User;

(iii) any misrepresentation or breach of representation or warranty made by the User contained herein;

(iv) any breach of any covenant or obligation to be performed by the User hereunder;

(v) Fraud, error, inadequate financial capacity to fulfill obligations and/or provide remedies;

(vi) Legal risks including but not limited to exposure to fines, penalties, or punitive damages resulting from supervisory actions, as well as private settlements due to omissions and commissions of User;

(vii) against any losses which may be suffered or incurred by the NPCI and that the NPCI compels ICICI Bank to pay, and which must arise out of or in connection with the following events, solely to the extent that such events are directly caused by the acts or omissions of the Partners.

• false and misleading statements and/or disclosures by Partners, whether or not related to the strategic tie-ups between ICICI Bank and Partners;

• any third-party claim or action against NPCI in connection with the use of UPI Services/platform by Partners (and in such an event, besides the obligation to indemnify, Partners shall defend and /or NPCI in defending, at the option of ICICI Bank and at Partners‘ sole cost, such claims or actions); or

• any infringement of intellectual property rights pertaining to the use of the UPI services / platform, irrespective of whether or not NPCI incurs any liability in this regard by virtue of any judgment of a court of competent jurisdiction.

• Reliance being placed by ICICI Bank on communication received from TPAP’s system, if such communication was occasioned by any error or malfunction of TPAP’s application.

The User agrees to pay any and all costs, damages and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against it or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim. The User hereby agrees that under no circumstances, ICICI Bank’s aggregate liability for claims relating to the UPI Facility, whether for breach or in tort including but not limited to negligence shall be limited to the transaction charges/fees or consideration paid by the User within the previous twelve (12) months for the UPI Facility, excluding any amount paid towards transactions.

ICICI Bank shall be entitled to sell, assign, securitise or transfer ICICI Bank’s right and obligations under these Terms and any security in favour of ICICI Bank (including all guarantee/s) to any person of ICICI Bank’s choice in whole or in part and in such manner and on such terms and conditions as ICICI Bank may decide. Any such sale, assignment, securitisation or transfer shall conclusively bind the User and all other persons. The User, its successors and assigns are bound by these Terms. However, the User shall not be entitled to transfer or assign any of its rights and obligations under these Terms.

The User may request for termination of the UPI Facility any time by giving a prior written notice of at least 30 days to ICICI Bank. The User will remain responsible for all the transactions made through the UPI Facility until the time of such termination. ICICI Bank may withdraw or terminate the UPI Facility anytime either entirely or with reference to a specific UPI Facility without assigning any reasons whatsoever. ICICI Bank may suspend or terminate the UPI Facility without prior notice if the User has breached any of these Terms.

The laws of India shall govern these terms and conditions and/or the operations in the Account(s) maintained with ICICI Bank. Any legal action or proceedings arising out of these Terms shall be brought in the courts or tribunals at Mumbai in India. ICICI Bank may, however, in its absolute discretion commence any legal action or proceedings arising out of these Terms in any other court, tribunal or other appropriate forum, and the Customer hereby consents to that jurisdiction. The clause headings in this Terms are only for convenience and do not affect the meaning of the relative clause. ICICI Bank may sub-contract and employ agents to carry out any of its obligations hereunder. ICICI Bank may transfer or assign its rights and obligations under this contract to any other entity. ICICI Bank has the absolute discretion to amend or supplement any of the Terms as stated herein at any time and will endeavor to give prior notice of fifteen days for such changes wherever feasible. By using the new services, the User shall be deemed to have accepted the changed terms and conditions. Notices under these Terms may be given in writing by delivering them by hand or on ICICI Bank’s website www.icicibank.com or by sending them by post to the last address given by the User and in the case of ICICI Bank to its corporate office address. In addition, ICICI Bank may also publish notices of general nature, which are applicable to all Users in a newspaper or on its website at www.icicibank.com. Such notices will have the same effect as a notice served individually to each User. Notice and instructions will be deemed served 7 days after posting or upon receipt in the case of hand delivery, cable, telex or facsimile. Any provision of these Terms, which is prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of prohibition or unenforceability but shall not invalidate the remaining provisions of these Terms or affect such provision in any other jurisdiction. ICICI Bank shall have the right of set-off and lien, irrespective of any other lien or charge, present as well as future on the deposits held in the Account(s) to the extent of all outstanding dues, whatsoever, arising as a result of the UPI Facility extended to and/or used by the User.

• NPCI owns and operates the Unified Payments Interface (UPI) platform
• NPCI prescribes rules, regulations, guidelines, and the respective roles, responsibilities and liabilities of the participants, with respect to UPI. This also includes transaction processing and settlement, dispute management and clearing cut-offs for settlement
• NPCI approves the participation of Issuer Banks, PSP Banks, Third Party Application Providers (TPAP) and Prepaid Payment Instrument issuers (PPIs) in UPI
• NPCI provides a safe, secure and efficient UPI system and network
• NPCI provides online transaction routing, processing and settlement services to members participating in UPI
• NPCI can, either directly or through a third party, conduct audit on UPI participants and call for data, information and records, in relation to their participation in UPI
• NPCI provides the banks participating in UPI access to system where they can download reports, raise chargebacks, update the status of UPI transactions etc.

• PSP Bank is a member of UPI and connects to the UPI platform for availing UPI payment facility and providing the same to the TPAP which in turn enables the end-user customers / merchants to make and accept UPI payments
• PSP Bank, either through its own app or TPAP’s app, on-boards and registers the end-user customers on UPI and links their bank accounts to their respective UPI ID.
• PSP Bank is responsible for authentication of the end-user customer at the time of registration of such customer, either through its own app or TPAP’s app
• PSP Bank engages and on-boards the TPAPs to make the TPAP’s UPI app available to the end-user customers
• PSP Bank has to ensure that TPAP and its systems are adequately secure to function on UPI platform
• PSP Bank is responsible to ensure that UPI app and systems of TPAP are audited to safeguard security and integrity of the data and information of the end-user customer including UPI transaction data as well as UPI app security
• PSP Bank has to store all the payments data including UPI Transaction Data collected for the purpose of facilitating UPI transactions, only in India
• PSP Bank is responsible to give all UPI customers an option to choose any bank account from the list of Banks available on UPI platform for linking with the customer’s UPI ID.
• PSP Bank is responsible to put in place a grievance redressal mechanism for resolving complaints and disputes raised by the end-user customer

• TPAP is a service provider and participates in UPI through PSP Bank
• TPAP is responsible to comply with all the requirements prescribed by PSP Bank and NPCI in relation to TPAP’s participation in UPI
• TPAP is responsible to ensure that its systems are adequately secure to function on the UPI platform
• TPAP is responsible to comply with all applicable laws, rules, regulations and guidelines etc. prescribed by any statutory or regulatory authority in relation to UPI and TPAP’s participation on the UPI platform including all circulars and guidelines issued by NPCI in this regard
• TPAP has to store all the payments data including UPI Transaction Data collected by TPAP for the purpose of facilitating UPI transactions, only in India
• TPAP is responsible to facilitate RBI, NPCI and other agencies nominated by RBI/ NPCI, to access the data, information, systems of TPAP related to UPI and carry out audits of TPAP, as and when required by RBI and NPCI
• TPAP shall facilitate the end-user User with an option to raise grievance through the TPAP’s grievance redressal facility made available through TPAP’s UPI app or website and such other channels as may be deemed appropriate by the TPAP like email, messaging platform, IVR etc.

• UPI app customers being the end-Users (“End-Users”) can raise a complaint with respect to a UPI transaction, on the PSP app / TPAP app.
• End-User can select the relevant UPI transaction and raise a complaint in relation thereto.
• A complaint shall be first raised with the relevant TPAP in respect to all UPI related grievances / complaints of the End-Users on-boarded by the PSP Bank / TPAP (if the UPI transaction is made through TPAP app). In case the complaint / grievance remains unresolved, the next level for escalation will be the PSP Bank, followed by the bank (where the End-User maintains its account) and NPCI, in the same order. After exercising these options, the end-User can approach the Banking Ombudsman and / or the Ombudsman for Digital Complaints, as the case may be.
• The complaint can be raised for both the types of transactions i.e. fund transfer and merchant transactions.
• The End-User shall be kept communicated by the PSP / TPAP by means of updating the status of such End-User’s complaint on the relevant app itself.

• User shall comply with all applicable laws and understands the usage of the UPI Facility is in addition to the terms and conditions applicable to ICICI Bank accounts, in the event the UPI ID is linked to an ICICI Bank account.
• The User understands that UPI Facility may become unavailable due support or technical upgradation, maintenance work, in order to update the content or for any other reason.

The User understands that these Terms may be amended or supplemented at any time by hosting the same on its website i.e. www.icicibank.com (“Website”) or in any other manner as decided by ICICI Bank. The User shall be responsible for regularly reviewing these Terms and the amendments thereto as may be posted on the Website.